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Confidential Information › Directors

Morris James LLP

Icahn Stockholders Not Entitled to Privileged Info Based on Stockholders' Nomination and Employment Relationship With Company...

Morris James LLP on

To fulfill their fiduciary duties to oversee and properly manage a corporation governed by the Delaware General Corporation Law (DGCL), directors have broad rights to the company’s privileged and confidential information....more

Morris James LLP

Advancement Available for Post-Separation Misuse of Confidential Information Obtained “By Reason of the Fact” of Corporate Service

Morris James LLP on

Ephrat v. medCPU, Inc., C.A. No. 2018-0852-MTZ (Del. Ch. Jun. 26, 2019). Former directors and officers may be entitled to advancement for post-separation conduct if that conduct is "by reason of the fact" of the directors'...more

McDermott Will & Emery

Corporate Law & Governance Update - April 2017

McDermott Will & Emery on

The following developments from the past month offer guidance on corporate law and governance law as they may be applied to nonprofit health care organizations: OVERSIGHT OF CORPORATE CULTURE - A significant emerging...more

Proskauer - Corporate Defense and Disputes

SEC and DOJ Charge Board Member with Trading on Inside Information . . . During a Board Meeting

Proskauer - Corporate Defense and Disputes on

On Friday, the SEC filed a complaint against James C. Cope, a former member of the Executive Committee of Pinnacle Financial Partners’ (“PFP”) board of directors, alleging that he engaged in insider trading. The same day,...more

Morris James LLP

Nature of Company's Defenses Can Expand Scope of Discovery

Morris James LLP on

There is no question that, in a books-and-records action, the scope of discovery is limited and such discovery is not an appropriate means of obtaining the same books and records sought in the action. In Chammas v. NavLink...more

Akin Gump Strauss Hauer & Feld LLP

Top 10 Topics for Directors in 2014

Akin Gump Strauss Hauer & Feld LLP on

Top 10 Topics for Directors in 2014 - U.S. public companies face a host of challenges as they enter 2014. Here is our list of hot topics for the boardroom in the coming year: 1. Oversee strategic planning amid...more

Allen Matkins

Must Designated Directors Keep A Secret?

Allen Matkins on

Yesterday’s post concerned the attorney-client privileged issues in Vice Chancellor J. Travis Laster’s recent decision in Kalisman v. Friedman, 2013 Del. Ch. LEXIS 100 (April 17, 2013). I found another statement in the...more

Jackson Walker

Dissident Director Who Harms Corporation To Further Personal Objectives Violates Duty Of Loyalty

Jackson Walker on

I. Director Duty of Loyalty - Directors owe fiduciary duties to a corporation on whose Board of Directors (“Board”) they serve and effectively to all of its stockholders. The fiduciary duty of loyalty dictates that...more

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